Securities Registration (section 12(b)) (8-a12b)
November 02 2021 - 9:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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RIO TINTO FINANCE
(USA) LIMITED
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(Exact name of registrant as specified in its charter)
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Australia
(State or other jurisdiction of incorporation or
organization)
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Not Applicable
(I.R.S. Employer Identification No.)
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Level 7, 360 Collins Street
Melbourne, Victoria
Australia
(Address of principal executive offices)
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3000
(Zip Code)
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RIO TINTO PLC
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(Exact name of registrant as specified in its charter)
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England and Wales
(State or other jurisdiction of incorporation or
organization)
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Not Applicable
(I.R.S. Employer Identification No.)
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6 St. James’s Square
London, United Kingdom
(Address of principal executive offices)
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SW1Y 4AD
(Zip Code)
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RIO TINTO LIMITED
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(Exact name of registrant as specified in its charter)
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Australia
(State or other jurisdiction of incorporation or
organization)
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Not Applicable
(I.R.S. Employer Identification No.)
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Level 7, 360 Collins Street
Melbourne, Victoria
Australia
(Address of principal executive offices)
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3000
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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U.S.$1,250,000,000 2.750% Notes due 2051
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box. ý
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If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box.¨
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If this form relates to the registration of a class of securities concurrently
with a Regulation A offering, check the following box. ¨
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Securities Act registration statement or Regulation A offering statement
file number to which this form relates:
333-238553
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Securities to be registered pursuant to Section 12(g) of the Act:
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None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
The registrants have filed with the Securities
and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933 a prospectus
supplement, dated October 28, 2021 (the “Prospectus Supplement”), relating to Rio Tinto Finance (USA) Limited’s
U.S.$1,250,000,000 2.750% Notes due 2051 (the “Notes”), which are to be registered hereunder, to a prospectus dated May 21,
2020 (the “Prospectus”) filed under Rule 424(b) and forming a part of the Registrants’ Registration Statement on Form F-3 (File No. 333-238553). The registrants incorporate by reference the Prospectus Supplement and the Prospectus to
the extent set forth below.
Item 1. Description of Registrant’s Securities
to be Registered
Reference is made to the information set forth
under the headings “Description of Guaranteed Notes” in the Prospectus Supplement and under “Description of Guaranteed
Debt Securities” and “Taxation” in the Prospectus.
Item 2. Exhibits
The Notes are expected to be listed on the New
York Stock Exchange (the “NYSE”), the exchange on which certain other securities of the registrants are currently listed.
Accordingly, copies of the following exhibits shall be filed with each copy of this Registration Statement filed with the Commission or
with the NYSE, subject to Rule 12b-32 regarding the incorporation of exhibits by reference.
Pursuant to the Instructions as to Exhibits with
respect to Form 8-A, the following exhibits are being filed with the Commission in connection with this Registration Statement:
SIGNATURE
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement or amendment thereto to be signed
on its behalf by the undersigned, thereto duly authorized.
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Rio Tinto Finance (USA) Limited
(Registrant)
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By:
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/s/ Maurita Sutedja
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Name:
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Maurita Sutedja
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Title:
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Attorney
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Rio Tinto plc
(Registrant)
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By:
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/s/ Maurita Sutedja
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Name:
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Maurita Sutedja
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Title:
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Treasurer
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Rio Tinto Limited
(Registrant)
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By:
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/s/ Maurita Sutedja
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Name:
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Maurita Sutedja
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Title:
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Treasurer
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Date: November 2, 2021
INDEX TO EXHIBITS
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Exhibit No.
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Exhibit
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1.1
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Indenture, dated as of July 2, 2001, as amended and restated as of March 16, 2012, among Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto plc, Rio Tinto Limited and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 filed on March 16, 2012 (File No. 333-175037)).
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1.2
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First Supplemental Indenture, dated May 8, 2017, among Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto plc, Rio Tinto Limited and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form F-3 filed on May 8, 2017 (SEC File No. 333-217778)).
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1.3
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Second Supplemental Indenture, dated May 6, 2020, among Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto Finance (USA) Inc., Rio Tinto plc, Rio Tinto Limited and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form F-3 filed on May 21, 2020 (SEC File No. 333-238553)).
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1.4
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Officer’s Certificate of Rio Tinto Finance (USA) Limited pursuant to Section 301 of the Indenture, dated November 2, 2021 setting forth the terms of its U.S.$1,250,000,000 2.750% Notes due 2051.
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